Edgar Filing: TASCO INTERNATIONAL INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Year Ended September 30, 2002 FILE NUMBER: 0-32201

TASCO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 33-0824714
(State of jurisdiction of Incorporation) (I.R.S. Employer
Identification No.)

1649 Dartmouth, Chula Vista, California 91913
(Address of principal executive offices) (Zip Code)

(619) 482-7800
(Registrants telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

As of September 30, 2002, the Registrant had 1,278,000 shares of its $0.0001 par
value common stock issued and outstanding. No market value has been computed
based upon the fact that no market has been established at this time.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I.................................................................... 3
ITEM 1. BUSINESS......................................................... 3
ITEM 2. PROPERTIES....................................................... 11
ITEM 3. LEGAL PROCEEDINGS................................................ 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS............ 11

PART II .................................................................. 11
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.............................................. 11
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS....... 12
ITEM 7. FINANCIAL STATEMENTS............................................. 15
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE............................................. 22

PART III.................................................................. 25
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............... 25
ITEM 10. EXECUTIVE COMPENSATION........................................... 27
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT... 27
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................. 27

PART IV................................................................... 28
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................. 28
ITEM 14. CONTROLS AND PROCEDURES.......................................... 28
SIGNATURES................................................................ 29

PART I

ITEM 1 - BUSINESS

GENERAL

On October 6, 1998, Tasco International, Inc. was incorporated in the State of
Delaware for the specific intent of marketing and selling hand-made jewelry and
art objects on the Internet. The Company conducted no operations past the
development stage and did not generate any revenues in this business. On October
19, 1999, the Board of Directors voted and approved to adopt a change in the
Company's business plan to provide production of visual content and other
digital media solutions to facilitate commerce, communication and entertainment.

Tasco International, Inc. has never had any bankruptcy, receivership, or similar
proceedings. Other than the adoption of the new business plan, Tasco
International, Inc. has never had any material reclassification, merger,
consolidation or purchase of sale of a significant amount of assets in the
ordinary course of business.

Tasco International, Inc. has adopted a business plan to provide production of
visual content and other digital media solutions to facilitate commerce,
communication and entertainment. The Company plans to offer both business and
consumers solutions that enable the Company to deliver digital media content to
web sites. The Company initially plans to use and develop collective resources
within the digital media arena to provide production of visual content,
particularly of providing images in the 360-degree format whereby users can
easily navigate on a computer screen by moving a cursor inside the image. The
Company has initially targeted the following global vertical markets: real
estate, travel and hospitality, automotive and entertainment.

STRATEGY

The capture and processing of visual content and other digital media requires
time, technical expertise, extensive relationships and resources. For example,
providing a nationwide content capture network requires the management of
relationships of photographers across broad geographic areas. In addition,
preparing digital media content for Internet distribution requires varying
degrees of processing technology, quality assurance and image and multimedia
enhancement. Further, delivering visual content and other digital media to a
wide variety of e-commerce web sites and Internet portals requires a highly
scalable and reliable infrastructure as well as the development and maintenance
of affiliate relationships. As a result, businesses are searching for a
comprehensive provider of solutions so that they can focus on their core
competencies without having to develop and maintain their own digital media
infrastructure.

OVERVIEW

The Company initially plans to seek income by providing businesses and consumers
production of visual content and other digital media, including still media, 360
degree images, video, animation and audio for the Internet. In order to provide
production of visual content and other digital media solutions, the Company
plans to develop certain relationships with photographers and visual content
producers so the Company can offer its services in many areas in the United
States. After the digital content is in place, the Company will offer production
of still media or 360 degree images for our clients, which we believe currently
offer the most compelling visual content for the Internet. For example, the
360-degree images provide a complete image - from ground to sky, floor to
ceiling in an expansive 360-degree viewing field. In addition the Company will
offer production of other visual media including video, animation and audio for
the Internet.

INDUSTRY BACKGROUND

The emergence of the Internet and secure transaction networks has generated
significant opportunities for businesses and consumers to conduct electronic
commerce. International Data Corporation, or IDC, estimates e-commerce revenues
will grow from approximately $130 billion worldwide in 1999 to $1.6 trillion
worldwide by 2003. The popularity of the Internet has resulted in substantial
growth in the number and types of web sites. According to IDC, the number of
URLs on the web is estimated to grow from 2.2 billion in 1999 to 4.3 billion in
2000. Due to this dramatic increase, operators of web sites must devote
significant time and resources to attract and retain site traffic and generate
online transactions. In order to fulfill these objectives, companies are seeking
more compelling visual content and other digital media to significantly enhance
the quality of their online presence. Current technological innovations in the
industry offer businesses the opportunity to provide online visual content of a
more realistic and interactive nature. By using these innovations, businesses
can increase the frequency and duration of web site visits, potentially
accelerating e-commerce transactions and increasing advertising revenues.

CUSTOMERS AND MARKETS

Tasco International, Inc. plans to offer complete production services toward
providing complete visual content and digital media solutions to businesses and
consumers across the Internet. The Company intends to target vertical markets
including real estate, travel and hospitality, automotive and entertainment as
follows:

Real Estate - Residential and commercial real estate companies and professionals
can use the Company's services to provide online 360-degree images of properties
including existing homes, new homes, rental apartments and office buildings and
their surrounding areas. Our production service will enable real estate
professionals to cost-effectively market properties to a wide audience, thereby
providing a value-added service to both buyers and sellers.

Travel and Hospitality - Hotel chains, vacation resorts, cruise lines, golf
courses, restaurants, theme parts, major tourist attractions and tourism bureaus
can utilize our digital media production services to enhance their online
marketing. Providing 360 degree images offer a prospective visitor the
opportunity to take online tours of rooms, meeting and conference facilities and
attractions.

Automotive - Automobile companies can utilize our digital media production
services to create virtual showrooms and highlight differences between different
models and their respective option packages. Consumers can experience a
realistic perspective of both the interior and exterior of a car while receiving
on-screen descriptions of particular features.

Entertainment - Our digital media production services can be offered to sports,
theater or musical arenas to offer on-line tours of seating, to make it easier
and convenient to purchase tickets knowing exactly where seating is available in
reference to the staged event.

OPERATIONS AND TECHNOLOGY

The Company intends to purchase hardware, software and digital photographic
equipment to produce complete visual content and other digital media. In
addition, the Company also plans to develop a proposed web site to offer its
services to businesses and consumers. Samples of digital media content for still
media, 360 degree images, video, animation and audio will be made available for
viewing on this proposed web site. Afterwards, the Company plans to seek
strategic relationships with photographers and other visual content producers so
the Company can offer its services in many areas in the United States.

The Company has no patented technology to create any images or view images on
the Internet. The Company will be subject to all regulation regarding usages of
this technology including a combination of patent, copyright, and trademark
laws. The Company has no plans to develop technology for production of new
products or services. The Company does not rely on raw materials for conducting
its business. The Company will not be dependent on one or a few major customers,
but will rely on the broad-based digital media market for developing customers
over time. The Company currently has no patents, trademarks, licenses,
franchise, royalty agreements, or labor contracts in place.

The Company is unaware of need for governmental approval for its proposed
business plan. The Company is not currently subject to direct federal, state or
local regulation, and laws or regulations applicable to access to or commerce on
the Internet, other than regulations applicable to businesses generally.
However, due to the increasing popularity and use of the Internet and other
online services, it is possible that a number of laws and regulations may be
adopted with respect to the Internet or other online services covering issues
such as user privacy, freedom of expression, pricing, content and quality of

products and services, taxation, advertising, intellectual property rights and
information security. The Company is currently not aware of any federal, state
or local laws and regulations regulating the Internet at this time which would
materially affect its proposed business activities.

The Company is unaware of any environmental laws (federal, state, or local) that
will have an effect on its proposed business. The Company has spent no money
over the past two years on research and development.

Currently, the Company has no employees excluding the current officer and
director. Adrienne Humphreys, an officer and director of the Company, is
currently employed full time. The officer/director anticipates devoting, at
most, 20 hours per month. This is only an estimation and may be increased or
decreased depending on unforeseen factors. Though no commercial conflicts are
anticipated between the current employer of the officer, director, and the
Company no assurance can be given that this will continue.

SALES AND MARKETING

The Company does not have a sales and marketing plan currently in place. Actual
fees for services will be offered on a project by project basis and will be
determined based on the Company's costs for production of services. It is the
Company's plan to focus its marketing efforts to include traditional and
Internet advertising as well as direct mailings, participation in trade shows
and co-marketing with strategic partners.

COMPETITION

The market for production of visual content and other digital media solutions is
new and rapidly evolving. As the demand for production of visual content
solutions increases, the Company expects competition to intensify. The Company
competes with providers of imaging technology who, in addition to owning the
technology, also produce visual content for businesses and consumers. Our
competitors have greater financial, marketing, distribution and technical
resources. We also compete with traditional off line methods of marketing real
estate properties, including classified ads, brochures and still photos. Our
success will be dependent on our ability to compete with these and any other
competitors on the quality of our solutions and their cost effectiveness. There
is no assurance that we will be successful in that competition.

RISK FACTORS

The Company is in the development stage and the market it intends to compete
within is new and emerging. There are several competitors within the marketplace
that have significantly greater financial and management resources than the
Company. The following section describes some of the risk factors specific to
the Company. Individuals should carefully consider the following risk factors,
in addition to the other information presented in this registration statement,
when evaluating the Company's business plan. Any of the following risks could
seriously harm the business and/or prevent the furtherance of the business.

RISKS PARTICULAR TO TASCO INTERNATIONAL, INC.

A. NO OPERATING HISTORY TO EVALUATE.

The Company was incorporated under the laws of the State of Delaware on October
6, 1998. The Company's activities to date have been to prepare the Company's
business strategy, and to date has not generated revenue. The Company has a
limited operating history and must be considered in the early development stages
of embarking upon a new venture. We are among many companies that have entered
into the market of providing production of visual content and digital media
solutions for web sites. Our business and prospects must be considered in light
of the risk, expense, and difficulties frequently encountered by companies in an
early stage of development, particularly companies in new and rapidly evolving
markets of providing services on the Internet. Prospective investors should be
aware of the difficulties encountered by such new enterprises, as the Company
faces all the risks inherent in any new business, including: competition, the
absence both of an operating history and profitability and the need for
additional working capital. The likelihood of the success of the Company must be
considered in light of the problems and expenses that are frequently encountered
in connection with the operation of a new business and the competitive
environment in which the Company will be operating.

B. NEED FOR ADDITIONAL WORKING CAPITAL - CONTINUATION OF GOING CONCERN NOT
ASSURED.

As of September 30, 2002, the Company had no working capital and faces the need
for substantial additional working capital in the near future. The capital needs
of the Company are greater than currently anticipated, and the Company will be
required to seek other sources of financing. No assurance can be given that the
Company will be able to organize debt or equity financing, or that if available,
it will be available on terms and conditions satisfactory to management and
might dilute current shareholders.

The Company has prepared audited financial statements as of September 30, 2002,
reporting that the Company is in the development stage and its ability to
establish itself as a going concern is dependent upon the Company obtaining
sufficient financing to continue its development activities. There is no
assurance that the Company will achieve profitable operations in the future. The
Company could be required to secure additional financing to implement further
development plans. There is no assurance that such financing will be available
to the Company, or if available, will be available on terms and conditions
satisfactory to management.

C. NO HISTORY OF OPERATIONS AND EXPECT OPERATING LOSSES IN THE FORESEEABLE
FUTURE.

The Company expects to incur operating losses for the foreseeable future and if
we ever have operating profits, we may not be able to sustain them. Expenses
will increase as we build an infrastructure to implement our business model. For
example, we expect to hire additional employees and lease more space for our
corporate offices as need arises. The Company plans to significantly increase
its operating expenses to: * purchasing hardware, software and digital
photographic equipment; * developing a digital media web site; * Seeking
contractual relationships with selected photographers and other visual content
producers; Expenses may also increase due to the potential effect of goodwill
amortization and other charges resulting from future partnerships and/or
alliances, if any. If any of these and other expenses are not accompanied by
increased revenue, our operating losses will be even greater than we anticipate.

D. PROGRESS AND OVERALL SUCCESS OF THE COMPANY IS SUBSTANTIALLY DEPENDENT UPON
THE ABILITIES OF THE CURRENT OFFICER AND DIRECTOR OF THE COMPANY.

The Company's performance and operating results are substantially dependent on
the continued service and performance of its officer and director. The Company
intends to hire additional technical, sales and other personnel as they move
forward with their business model, though competition for such personnel is
intense. There can be no assurance that the Company can retain key technical
employees, or to attract or retain highly qualified technical and managerial
personnel in the future. The loss of the services of the Company's key employee
or the inability to attract and retain the necessary technical, sales and other
personnel, would likely limit the chances for success and have a negative effect
upon the Company's business, financial condition, operating results and cash
flows. In addition, the concentrated ownership the sole officer and director has
over the company, which will not be significantly affected and may have a
material adverse effect on future business progress. Furthermore, the current
officer and director is involved with other employment other than that of the
Company, which may take time from developing the business of the Company and
effect the overall success.

E. COMPETITION

The market for production of visual content and other digital media solutions is
new and rapidly evolving. As the demand for production of visual content
solutions increases, the Company expects competition to intensify. The Company
competes with other providers of digital media content, and these companies may
have greater financial, marketing, distribution and technical resources, which
therefore may have an adverse effect on the profitability of the Company. Our
success will be dependent on out ability to compete with these and any other
competitors on the quality of our solutions and their cost effectiveness. There
is no assurance that we will be successful in that competition.

F. LACK OF CASH DIVIDENDS

The Company has not paid any cash dividends on its Common Shares to date and
there are no plans for paying cash dividends in the foreseeable future. Initial
earnings that the company may realize, if any, will be retained to finance the
growth of the Company. Any future dividends, of which there can be no assurance,
will be directly dependent upon earnings of the Company, its financial
requirements and other factors.

G. PURCHASE OF INVENTORY; CAPITAL RESOURCE REQUIREMENTS.

The Company presently plans to purchase additional hardware, software and
digital photographic equipment within the next twelve months. In addition, the
Company plans to continue to develop its digital media web site. Expenses needed
to build an infrastructure to implement our business model will depend upon a
number of factors including the Company's ability to raise sufficient capital.
There are no assurances that the Company can raise sufficient capital through
debt or equity financing which might be available to the Company on favorable
terms or at all and might dilute current shareholders.

H. GROWTH AND ACQUISITION MAY STRAIN THE MANAGEMENT, OPERATION AND FINANCIAL
RESOURCES

There can be no assurances that the proposed business model will be adequate to
support any future operations. In addition, there is a risk that the company may
not be able to expand their operations at the same rate as market demand may be
created. If appropriate opportunities present themselves, the Company intends to
seek out business opportunities to expand their visual content and digital media
business. The process of integrating and acquiring any business may result in
operating difficulties and expenditures, which cannot be anticipated and may
absorb significant management attention that would otherwise be available for
further development of their existing business. Moreover, the anticipated
benefits of any acquisition may be realized. Any future acquisition of other
businesses, technologies, services or products might require the Company to
obtain additional equity or debt financing which might not be available to the
Company on favorable terms or at all and might dilute current shareholders.
Additionally, the Company may not be able to successfully identify, negotiate or
finance future acquisitions or to integrate acquisitions with the current
proposed business.

I. OTHER NON PUBLIC SALES OF SECURITIES

As part of the Company's plan to raise additional working capital, the Company
may make a limited number of offers and sales of its Common Shares to qualified
investors in transactions that are exempt from registration under the 1933 Act.
There can be no assurance the Company will not make other offers of its
securities at different prices, when, in the Company's discretion, such prices
are deemed by the Company to be reasonable under the circumstances.

J. NO ASSURANCE OF LIQUIDITY

There is currently no public market for the Common Shares or any other
securities of the Company and there can be no assurance that a trading market
will develop in the future.

K. LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT PROPOSED OPERATIONS.

Our performance is greatly dependent on the performance of our management and
director. The loss of the services of our executive officer/director could harm
our business. The Company's key management has some expertise in production of
visual content and other digital media including still media, 360 degree images,
video, animation and audio for the Internet. The loss of our executive
officer/director could have a negative impact on our reputation for expertise in
the digital media industry. Additionally as the company operations get underway,
we must identify, attract, hire, train, retain and motivate other highly skilled
technical, managerial, marketing and customer service personnel, including
programmers. Competition for highly skilled technical, managerial, marketing and
customer service personnel is intense. We may not be able to successfully
attract, integrate or retain sufficiently qualified personnel, which failure
could harm our business.

L. DEPENDENT ON THE CONTINUED GROWTH OF INTERNET COMMERCE.

Our business could be harmed if any of the following situations occur: * the use
of the Internet does not continue to grow or grows more slowly than expected; *
the Internet's infrastructure does not effectively support the growth that may
occur; and * the Internet does not become a viable commercial marketplace. The
market for the production of visual content and digital media over the Internet
is a new and emerging market. Rapid growth in the use of, and interest in, the
Internet is a recent phenomenon and may not continue to develop.

M. LARGELY CONTROLLED BY MANAGEMENT.

Our officer/director currently owns or controls a substantial majority of our
outstanding common stock and thereby continues to be able to exercise voting
control over the Company for the foreseeable future and will be able to elect
the entire Board of Directors. This management control could prevent, or make
more difficult, on-going business.

N. RELIANCE ON THIRD PARTIES FOR VARIOUS INTERNET AND PROCESSING SERVICES.

Our proposed operations will depend on a number of third parties for Internet
access and viewing services. We will have limited control over these third
parties and no long-term relationships with any of them. For example, we will
not own a gateway onto the Internet, but instead, rely on Internet service
providers to connect our web site to the Internet. Should the third parties that
we will rely on for Internet access or viewing service be unable to serve our
needs for a sustained time period as a result of a strike, natural disaster or
other reason, our business could be harmed.

ITEM 2 - PROPERTIES

The Company does not have any property and at this time has no agreements to
acquire any property. The Company currently is provided sufficient space to do
its present business by a director of the Company. Going forward, the Company
plans to use the offices of the director, at no cost to the Company. Both
parties have agreed to continue this arrangement until the Company begins
operations and/or generates revenue.

ITEM 3 - LEGAL PROCEEDINGS

The Company knows of no litigation pending, threatened or contemplated, or
unsatisfied judgments against it, or any proceedings in which the Company is a
party. The Company knows of no legal actions pending or threatened or judgment
against any officer or director of the Company in her capacity as such.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders during the year ended
September 30, 2002.

PART II

ITEM 5 - MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET PRICE

There is no trading market for the Company's Common Stock at the present time
and there has been no trading market to date. There is no assurance that a
trading market will ever develop or, if such a market does develop, that it will
continue. If and when the Company's securities are traded, the securities may
likely be deemed a "penny stock". The Securities and Exchange Commission had
adopted Rule 15g-9 which establishes the definition of a "penny stock," for
purposes relevant to the Company, as any equity security that has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per
share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks and (ii) the broker or dealer
receive from the investor a written agreement to the transaction, setting forth

the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks, the broker or
dealer must: (i) obtain financial information and investment experience and
objectives of the person and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker or dealer made the
suitability determination and (ii) that the broker or dealer received a signed,
written agreement from the investor prior to the transaction. Disclosure also
has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. The Company plans to have its
securities traded in the over-the-counter ("OTC") market. The OTC market differs
from national and regional stock exchanges in that it (1) is not cited in a
single location but operates through communication of bids, offers and
confirmations between broker-dealers and (2) securities admitted to quotation
are offered by one or more broker-dealers rather than the "specialist" common to
stock exchanges. The Company may apply for listing on the NASD OTC Bulletin
Board or may offer its securities in what are commonly referred to as the "pink
sheets" of the National Quotation Bureau. No assurance can be given by the
Company that any of the above events will occur.

DIVIDENDS

The Company has not paid any cash dividends on its Common Shares to date and
there are no plans for paying cash dividends in the foreseeable future. Initial
earnings that the Company may realize, if any, will be retained to finance the
growth of the Company. Any future dividends, of which there can be no assurance,
will be directly dependent upon earnings of the Company, its financial
requirements and other factors.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following Management's Discussion and Analysis of Operations contains
forward-looking statements that involve risks and uncertainties, including those
referring to the period of time the Company's existing capital resources will
meet the Company's future capital needs, the Company's future operating results,
the market acceptance of the services of the Company, the Company's efforts to
establish and the development of new services. The Company's actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors. The following should be read in
conjunction with our audited Consolidated Financial Statements included within.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

The Company has not generated revenues from its operating activities. The
Company does not expect to generate positive cash flow from its visual content
and digital media operations. The Company does not anticipate any material
increase in operating expenses until such time as additional capital can be
raised and the Company proceeds with the further development of its business
plan. Management believes that the Company must be successful in raising equity
or debt financing sufficient to meet its working capital requirements and to
support the expenses associated with developing visual media content within the
next several months. There can be no assurance that the terms negotiated by the
Company will be acceptable to potential partner companies and if favorable
agreements cannot be made, it would have a material adverse impact on the
Company.

PLAN OF OPERATIONS

During the previous fiscal year, the Company purchased hardware, software and
digital photographic equipment to be used toward its visual content and digital
media operations. The Company also began its design phase and production of its
web-site to offer its services to businesses and consumers, and completed work
toward preparing samples of its 360-degree images, along with still media, video
and animation for viewing on its proposed web-site.

COMPARISON OF FISCAL YEAR 2002 WITH FISCAL YEAR 2001

Revenues for fiscal year 2002 were $1,000 compared with $0 in 2001. General and
Administrative Expenses were $5,257 in 2002 and $11,028 in 2001. The Company
does not consider this a material change. Net loss in 2002 $4,257 as against
$11,028 in 2001. The Company does not consider this a material change. The
Company had Total Assets of $0 at September 30, 2002 as compared to $660 at
September 30, 2001. This decrease was due to loss on operations. As of September
30, 2002, the Company had working capital of $0 compared to $100 at September
30, 2001 and faces the need for substantial additional working capital in the
near future. The Company will be required to seek sources of financing. No
assurance can be given that the Company will have other financing available, if
required; or if available, will be available on terms and conditions
satisfactory to management.

The Company has prepared audited financial statements as of September 30, 2002.
The Company's ability to establish itself as a going concern is dependent upon
the Company obtaining sufficient financing to continue its development
activities. There is no assurance that the Company will achieve profitable
operations in the future. The Company could be required to secure additional
financing to implement further development plans. There is no assurance that

such financing will be available to the Company, or if available, will be
available on terms and conditions satisfactory to management. As part of the
Company's plan to raise additional working capital, the Company may make a
limited number of offers and sales of its Common Shares to qualified investors
in transactions that are exempt from registration under the 1933 Act. Other
offers and sales of Common Shares may be at prices per share that are higher or
lower than the price of the Common Shares in this registration statement. There
can be no assurance the Company will not make other offers of its securities at
different prices, when, in the Company's discretion, such prices are deemed by
the Company to be reasonable under the circumstances.

ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A PROFESSIONAL CORPORATION)

Armando C. Ibarra, C.P.A. Members of the California Society of
Armando Ibarra, Jr., C.P.A. Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Tasco International, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of Tasco International, Inc. (A
Development Stage Company) as of September 30, 2002 and 2001, and the related
statements of operations, changes in stockholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of September 30,
2002, and 2001, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 4 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Armando C. Ibarra, CPA
----------------------------
Armando C. Ibarra, CPA
Chula Vista, Ca.
December 5, 2002

TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------

Year Ended Year Ended
September 30, September 30,
2002 2001
-------- --------

ASSETS

CURRENT ASSETS
Cash $ -- $ 660
-------- --------

TOTAL CURRENT ASSETS -- 660
-------- --------

TOTAL ASSETS $ -- $ 660
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 1,210 $ 560
Note payable 2,947 --
-------- --------

TOTAL CURRENT LIABILITIES 4,157 560
-------- --------

TOTAL LIABILITIES 4,157 560

STOCKHOLDERS' EQUITY
Preferred stock, ($.0001 par value, 20,000,000
shares authorized; none issued and outstanding) -- --
Common stock, ($.0001 par value, 80,000,000 shares
authorized; 1,278,000 shares issued and outstanding) 128 128
Additional paid-in capital 11,662 11,662
Deficit accumulated during development stage (15,947) (11,690)
-------- --------

TOTAL STOCKHOLDERS' EQUITY (4,157) 100
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -- $ 660
======== ========

See Notes to Financial Statements

TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
--------------------------------------------------------------------------------

October 6, 1998
(inception)
Year Ended Year Ended through
September 30, September 30, September 30,
2002 2001 2002
----------- ----------- -----------

REVENUES
Revenues $ 1,000 $ -- $ 1,000
----------- ----------- -----------

TOTAL REVENUES 1,000 -- 1,000

GENERAL & ADMINISTRATIVE EXPENSES 5,257 11,028 16,947
----------- ----------- -----------

TOTAL GENERAL & ADMINISTRATIVE EXPENSES 5,257 11,028 16,947
----------- ----------- -----------

NET INCOME (LOSS) $ (4,257) $ (11,028) $ (15,947)
=========== =========== ===========

BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.01)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,278,000 1,278,000
=========== ===========

See Notes to Financial Statements

TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From October 6, 1998 (inception) through September 30, 2002
--------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----

Stock issued for cash on October 6,
1998 @ $0.0001 per share 100,000 $ 10 $ -- $ -- $ 10

Stock issued for cash on October 9,
1998 @ $0.01 per share 130,000 13 1,287 1,300

Stock issued for cash on October 12,
1998 @ $0.01 per share 19,000 2 188 190

Stock issued for cash on April 1,
1999 @ $0.01 per share 29,000 3 287 290

Net loss, October 6, 1998 (inception)
through September 30, 1999 (295) (295)
--------- -------- ------- -------- --------
BALANCE, SEPTEMBER 30, 1999 278,000 28 1,762 (295) 1,495
========= ======== ======= ======== ========
Stock issued for cash on October 19,
1999 @ $0.01 per share 1,000,000 100 9,900 10,000

Net loss, October 1, 1999 through
September 30, 2000 (367) (367)
--------- -------- ------- -------- --------
BALANCE, SEPTEMBER 30, 2000 1,278,000 128 11,662 (662) 11,128
========= ======== ======= ======== ========
Net loss, October 1, 2000 through
September 30, 2001 (11,028) (11,028)
--------- -------- ------- -------- --------
BALANCE, SEPTEMBER 30, 2001 1,278,000 128 11,662 (11,690) 100
========= ======== ======= ======== ========
Net loss, October 1, 2001 through
September 30, 2002 (4,257) (4,257)
--------- -------- ------- -------- --------
BALANCE, SEPTEMBER 30, 2002 1,278,000 $ 128 $11,662 $(15,947) $ (4,157)
========= ======== ======= ======== ========

See Notes to Financial Statements

TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------

October 6, 1998
(inception)
Year Ended Year Ended through
September 30, September 30, September 30,
2002 2001 2002
-------- -------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (4,257) $(11,028) $(15,947)
Amortization -- -- 240
(Increase) decrease in organization costs -- -- (240)
Increase (decrease) in accounts payable 650 195 1,210
Increase (decrease) in notes payable 2,947 -- 2,947
-------- -------- --------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (660) (10,833) (11,790)

CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES -- -- --

CASH FLOWS FROM FINANCING ACTIVITIES
Common stock -- -- 128
Additional paid-in capital -- -- 11,662
-------- -------- --------

NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES -- -- 11,790
-------- -------- --------

NET INCREASE (DECREASE) IN CASH (660) (10,833) --

CASH AT BEGINNING OF YEAR 660 11,493 --
-------- -------- --------

CASH AT END OF YEAR $ -- $ 660 $ --
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========

See Notes to Financial Statements

TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2002

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was organized October 6, 1998, under the laws of the State of
Delaware as Tasco International, Inc. The Company is engaged in the business of
offering virtual reality technology for CD-ROM, media and Internet
presentations. The Company has no operations and in accordance with SFAS #7, the
Company is considered a development stage company.

On October 6, 1998, the Company issued 100,000 shares of common stock for cash
at $0.0001 per share.

On October 9, 1998, the Company issued 130,000 shares of common stock for cash
at $0.01 per share.

On October 12, 1998, the Company issued 19,000 shares of common stock for cash
at $0.01 per share.

On April 1 1999, the Company issued 29,000 shares of common stock for cash at
$0.01 per share.

On October 19, 1999, the Company issued 1,000,000 shares of common stock for
cash at $0.01 per share.

As of September 30, 2002 the Company had 1,278,000 shares of its common stock
issued and outstanding.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the accrual basis of
accounting. Under the accrual basis of accounting, revenues are recorded as
earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a September 30, year-end.

B. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2002

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

C. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

D. INCOME TAXES

Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

E. BASIC EARNINGS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective October 6, 1998 (inception).

Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.

NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.

NOTE 4. GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through sale of its securities through private placements.

TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2002

NOTE 5. INCOME TAXES

As of September 30, 2002
------------------------
Deferred tax assets:
Net operating tax carryforwards $ 2,392
Other 0
-------
Gross deferred tax assets 2,392
Valuation allowance (2,392)
-------

Net deferred tax assets $ 0
=======

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.

NOTE 6. SCHEDULE OF NET OPERATING LOSSES

1998 Net Operating Loss $ (295)
1999 Net Operating Loss (367)
2000 Net Operating Loss (11,028)
2001 Net Operating Loss (4,257)
--------
Net Operating Loss $(15,947)
========

As of September 30, 2002, the Company has a net operating loss carryforward of
approximately $ 15,947, which will expire 20 years from the date the loss was
incurred.

NOTE 7. RELATED PARTY TRANSACTION

The Company's neither owns nor leases any real or personal property. A director
without charge provides office services. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

ANNUAL CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Adrienne Humphreys, certify that:

1. I have reviewed this annual report on Form 10-KSB of Tasco International,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the
27th day of December, 2002.

/s/ Adrienne Humphreys
-----------------------------
Chief Executive Officer

ANNUAL CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Adrienne Humphreys, certify that:

1. I have reviewed this annual report on Form 10-KSB of Tasco International,
Inc.;

b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

IN WITNESS WHEREOF, the undersigned has executed this certification as of the
27th day of December, 2002.

/s/ Adrienne Humphreys
-----------------------------
Chief Financial Officer

PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following information sets forth certain information concerning the
Executive Officers and Directors of the Company as of September 30, 2002.

Name Age Position Term of Office
----- ---- --------- --------------

Dal Grauer 57 Director, President See "Subsequent Event"
Treasurer section below

Francoise Otto 52 Director, Secretary See "Subsequent Event"
section below

SUBSEQUENT EVENT - CHANGE OF DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

On November 21, 2002, as reported on the Company's 8-K filing of December 7,
2002, Dal Grauer resigned as Director, President and Treasurer and Francoise
Otto resigned as Director and Secretary. Adrienne Humphreys accepted the
positions of Director, President, Secretary and Treasurer.

The following information sets forth certain information concerning the
Executive Officers and Directors of the Company as of November 21, 2002.

Name Age Position Term of Office
----- ---- --------- --------------

Adrienne Humphreys(1) 32 Director, President, Until annual meeting
Secretary, Treasurer of the shareholders

----------
(1) Adrienne Humphreys' address is 1649 Dartmouth, Chula Vista, CA 91913.

There are no other persons nominated or chosen to become Directors or Executive
Officers, nor do we have any employees other than the above. All directors serve
for a period of one year, unless removed in accordance with our By-Laws. There
is no arrangement or understanding between any of our Director or Officer
pursuant to which they were elected to his/her office. The removal of a Director
from the Board can be succeeded only by the following actions: (1) majority vote
of the existing Directors; or (2) majority vote of the shareholders of record.

Resume

Adrienne Humphreys - Director, President, Secretary and Treasurer.

Adrienne Humphreys has served as President, Secretary, Treasurer and Director of
the Company from October 1999 through June 2002 and November 2002 to current.
Since June 1997 she has been employed by La Jolla Group, San Diego as Art
Director of Media Presentations.

Also since June, 1997, Ms. Humphreys has also worked as independent contractor
in producing and developing graphics, digital effects, 3D animation, music video
digital effects and TV commercials for Channel One, Los Angeles, CA, Chiron
Diagnostics, San Francisco, CA, Poor Specimen Productions, San Diego, CA, STV
International, San Diego, CA, Captain Carrot Video, Encinitas, CA, Royal Films
Entertainment for MTV, Los Angeles, CA.

From March 1991 to May 1997, Ms. Humphreys worked for Control Room Productions,
Solana Beach, CA in producing 3D animation, graphics, non-linear editing,
digital effects and completed over fifty video projects.

Ms. Humphreys completed a Certificate of Completion, Supercomputer Center,
Visualization Lab at the University of California San Diego, La Jolla, CA in
December 1994.

POTENTIAL CONFLICTS OF INTEREST

The Company's officer/director is currently engaged in other employment.
Consequently, there are potential inherent conflicts of interest in acting as an
officer/director of the Company. Insofar as the officer/director is engaged in
other business activities, management anticipates that it will devote only a
minor amount of time to the Company's affairs. The Company does not have a right
of first refusal pertaining to opportunities that come to management's attention
insofar as such opportunities may relate to the Company's proposed business
operations.

A conflict may arise in the event that another company with which management is
affiliated is formed and actively seeks business similar to that of the
Company's business plan. Initially Ms. Humphreys will be responsible for
seeking, evaluating, negotiating and consummating business partnerships with
companies which may result in terms providing benefits to Ms. Humphreys. As Ms.
Humphreys is engaged in other business activities, demands may be placed on the
time of Ms. Humphreys which will detract from the amount of time she is able to
devote to the Company.

Ms. Humphreys intends to devote as much time to the activities of the Company as
required. However, should such a conflict arise, there is no assurance that Ms.
Humphreys would not attend to other matters prior to those of the Company. Ms.
Humphreys projects that initially, approximately twenty hours per month of her
time will be spent on the related business activities of the Company. However,
there are no assurances that twenty hours per month will be spent.

ITEM 10 - EXECUTIVE COMPENSATION

The Officer of the Company has received no compensation, including no bonus or
incentive plans - stock, cash, or otherwise. The Company plans to begin
compensating the officer only at such time the Company is generating sufficient
revenues. Presently, the Company has not established any dates or other
requirements for the officer to begin receiving compensation. If, and when, the
time is deemed appropriate for the officer to receive compensation, the matter
will be brought before the Board of Directors to vote.

COMPENSATION OF DIRECTORS

During the most recently completed financial year ended September 30, 2002,
there was no compensation paid, by the Company to its director, for services as
a director. There is no standard arrangements for any such compensation to be
paid other than reimbursement for expenses incurred in connection with their
services as director, although the Company from time to time may grant options
to acquire Common Shares for directors. As at the date hereof the Company has no
outstanding options to the Director that has been granted for her service.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the Common Stock
ownership as of September 30, 2002 of each officer, director and who is known to
the Company as management or to be the beneficial owner of more than five
percent of the Company's Common Stock. As of September 30, 2002, there were
1,278,000 common shares outstanding.

Beneficial Ownership of Shares

Name Number Percent* Security
----- ------ ------- --------

Adrienne Humphreys (1) 1,000,000 78.2% Common

----------
* Rounded up to the nearest whole number.
(1) Adrienne Humphreys' address is 1649 Dartmouth, Chula Vista, CA 91913.

Ms. Humphreys is the direct owner as described above. Unless otherwise
indicated, the named party is believed to be the sole investor and have voting
control of the shares set forth in the above table. Percentage is based on
1,278,000 outstanding shares on September 30, 2002.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 19, 1999 the Company issued 1,000,000 common shares at ($.01) per
share to its president and director, Adrienne Humphreys in consideration for
$10,000.

RECENT SALES OF UNREGISTERED SECURITIES

On October 6, 1998, the Company was incorporated under the laws of the State of
Delaware. The date, title and amount of unregistered securities sold/issued by
Tasco International, Inc. are as follows:

On October 6, 1998 the Company issued 100,000 shares of its common stock to a
former officer in consideration of $0.0001 per share.

Further on October 9, 1998, the Company issued 130,000 shares of its common
stock to 8 people in consideration of $0.01 per share. These shares were issued
in reliance on an exemption from registration for non public offerings contained
in section 4 (2) of the United States Securities Act of 1933, as amended.

On October 12, 1998 the Company sold 19,000 common shares to 19 persons at $0.01
per share.

Between March 1, 1999 and April 1, 1999, the Company sold 29,000 common shares
to 8 persons at $0.01 per share. The shares were sold in reliance on an
exemption from registration contained in Regulation D, Rule 504 of the United
States Securities Act of 1933, as amended.

On October 19, 1999, the Company sold 1,000,000 common shares to its president
at $0.01 per share. The shares were issued in reliance on an exemption from
registration for non public offerings contained in Section 4(2) of the United
States Securities Act of 1933, as amended.

PART IV

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

99.1 Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

99.2 Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

(b) Reports on Form 8-K

A Form 8-K was filed dated June 27, 2002.

A Form 8-K was filed dated December 7, 2002.

ITEM 14 - CONTROLS AND PROCEDURES

Tasco's chief executive officer and chief financial officer evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-14c under the Securities and Exchange Act of 1934, as amended) within 90
days of the filing date of this Form 10-K (the Evaluation Date). Based on that
evaluation, they concluded that, as of the Evaluation Date, Tasco had sufficient
procedures for recording, processing, summarizing and reporting information that
is required to be disclosed in its reports under the Securities and Exchange Act
of 1934, as amended.

Since the Evaluation Date, there have not been any significant changes to
Tasco's internal controls or other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

TASCO INTERNATIONAL, INC.

By: /s/ Adrienne Humphreys Dated: December 27, 2002
------------------------------------------ -----------------
Adrienne Humphreys, Director and President